MARA Launches Consent Solicitation for Long Ridge Energy’s $600M Notes

Miami-based MARA Holdings, Inc. (NASDAQ: MARA) has initiated a consent solicitation to amend the terms of the $600 million 8.750% Senior Secured Notes due 2032 issued by Long Ridge Energy LLC. This move comes ahead of MARA’s pending acquisition of Long Ridge Energy & Power LLC, part of MARA’s broader strategy to expand into high-performance computing and digital energy infrastructure.

The consent solicitation, launched on May 7, 2026, seeks approval from bondholders to modify the indenture governing the notes. Key proposed amendments include removing the classification of the acquisition as a “Change of Control” event and recognizing MARA and its affiliates as permitted holders under the indenture. If approved by holders of a majority of the outstanding principal, these changes would eliminate the issuer’s obligation to repurchase the notes at 101% of face value upon the transaction’s closing.

As an incentive, MARA is offering a consent fee of $2.50 per $1,000 in principal for bondholders who agree to the amendments by the May 15, 2026, deadline. However, the payment of this fee is contingent on securing sufficient bondholder approvals and the successful completion of the acquisition, which is expected in the second half of 2026, pending regulatory clearances.

The notes in question carry an annual interest rate of 8.750% and are classified as senior secured debt, meaning repayment is prioritized and backed by specific assets, providing a level of security to investors. MARA’s consent solicitation aims to smooth the transition of Long Ridge Energy into its portfolio without triggering financial obligations that could strain its post-acquisition liquidity.

This acquisition is part of MARA’s broader push to integrate digital technologies into energy systems, a strategy that aligns with its focus on transforming excess energy into digital capital. Long Ridge Energy’s assets, once under MARA’s control, are expected to support applications ranging from AI workloads to Bitcoin mining, leveraging the company’s expertise in high-performance computing and grid optimization.

For bondholders, the decision hinges on weighing the certainty of the cash repurchase offer against the consent fee and the potential long-term implications of the acquisition on the value of their holdings. Consent solicitations such as this are not uncommon in the debt markets, especially when companies seek to restructure debt obligations tied to major transactions.

Barclays Capital Inc. is acting as the solicitation agent for the process, while Global Bondholder Services Corporation serves as the information and tabulation agent. Bondholders have until the Expiration Time to submit their consents, which can also be revoked before the earlier of the Effective Time or the Expiration Time.

MARA’s ability to secure bondholder approval will be pivotal in ensuring a smooth acquisition process. If the consent solicitation fails, the existing terms of the notes would remain, potentially complicating MARA’s plans for Long Ridge Energy’s integration. Investors will be closely watching for updates ahead of the May 15 deadline, as well as the regulatory milestones anticipated in the coming months.

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